Brazilian investor counsel for Peru
Law Offices of SRIS, P.C. provides US-based legal counsel for Brazilian investors pursuing opportunities in Peru, with coordination through the firm’s Of Counsel network. Brazilian capital has increasingly flowed into Peru’s mining, infrastructure, agribusiness, and financial-services sectors over the past two decades. Investors structuring those cross-border commitments routinely encounter layered legal questions — Brazilian corporate governance, Peruvian foreign-investment regulation, and US-side compliance where transactions involve dollar-denominated financing, US-based counterparties, or US-sanctions exposure. Mr. Sris, the firm’s founder and managing attorney, handles the US-law dimension of these matters from the firm’s principal location in Virginia. For Peruvian-law questions, the firm collaborates with Martín Mayandía, Of Counsel for Peru, who is admitted to practice law in Peru through the Colegio de Abogados de Lima. Brazilian investors seeking coordinated counsel across these jurisdictions can reach the firm at (888) 437-7747.
What Cross-Border Investment Counsel Covers for Brazilian Investors in Peru
Cross-border investment counsel for Brazilian investors in Peru encompasses entity structuring, foreign-investment registration, tax-treaty analysis, and multi-jurisdictional compliance. A Brazilian investor entering the Peruvian market typically faces threshold questions: whether to operate through a Peruvian subsidiary (Sociedad Anónima, S.A., or Sociedad Anónima Cerrada, S.A.C.), a branch of a Brazilian entity, or a contractual joint venture; how to register the investment with Peru’s Agencia de Promoción de la Inversión Privada (ProInversión) and comply with the Legislative Decree No. 662 foreign-investment framework; and what obligations arise under the Andean Community’s Decision 578 for double-taxation avoidance between Brazil and Peru, given that Brazil is an associate member of the Andean Community rather than a full member.
Beyond the initial structuring, ongoing operations trigger recurring cross-border considerations. Profit repatriation from a Peruvian subsidiary to a Brazilian parent requires navigation of Peru’s dividend-distribution rules, withholding rates under applicable bilateral instruments, and Brazil’s own taxation of foreign-sourced dividends under the Lei das S.A. framework. US-law exposure enters the picture where transactions are denominated in US dollars, cleared through US correspondent banks, or involve US sanctions compliance under regulations administered by the Office of Foreign Assets Control (OFAC). As of 2026, Peru is not subject to comprehensive US sanctions, but sectoral sanctions or restrictions on specific individuals can affect transactions involving Peruvian counterparties. Investors must also assess anti-corruption exposure under the US Foreign Corrupt Practices Act (FCPA), 15 U.S.C. § 78dd-1 et seq. — which can reach Brazilian companies that access US capital markets — alongside Peru’s own anti-corruption legislation under the Código Penal Peruano and Ley No. 30424.
How Mr. Sris and His Of Counsel Network Handle Brazilian-Peruvian Investment Matters
The firm divides labor along jurisdictional lines: Mr. Sris and the US-licensed team handle US-law components — FCPA compliance, OFAC sanctions screening, and US-side transactional documents — while Martín Mayandía, Of Counsel for Peru, addresses Peruvian corporate law, foreign-investment registration, and local regulatory filings. Mr. Mayandía is admitted to practice law in Peru with admission dating to 2009. He is not admitted to practice law in the United States. His role is limited to Peruvian-law matters and to serving as a liaison for the firm’s international clients. On a typical engagement, a Brazilian investor receives US-side counsel on matters such as FCPA risk assessment for proposed transactions, OFAC screening of Peruvian counterparties, and structuring of US-dollar financing agreements; simultaneously, Mr. Mayandía handles Peruvian entity formation, investment registration with ProInversión, and review of local contracts.
This dual-counsel model is designed to address a structural challenge that Brazilian investors in Peru frequently encounter: no single attorney is admitted in all three jurisdictions — Brazil, Peru, and the United States. The firm coordinates with the client’s Brazilian counsel (selected by the client or referred through the firm’s professional network) while directly providing the US and Peruvian legal support. All US-side work is handled by attorneys admitted in US state bars; all Peruvian-side work is handled by counsel admitted by the Colegio de Abogados de Lima. No attorney in the firm’s network practices law in a jurisdiction where they are not admitted. The firm maintains its principal location in Virginia and holds no physical location in Peru or Brazil.
About Mr. Sris and the Firm’s Of Counsel Network
Mr. Sris founded Law Offices of SRIS, P.C. in 1997 and is admitted to practice law in Virginia, Maryland, the District of Columbia, New Jersey, and New York. A former prosecutor, he has built a practice that serves international clients with US legal needs, including cross-border investment structuring, FCPA compliance counseling, and multi-jurisdictional transaction coordination. Mr. Sris testified before the Virginia House Courts of Justice Committee in support of 2019 HB 635 (chief patron Del. David Bulova), the bill that became the 2019 revision to Va. Code § 20-107.3(g). His legislative experience informs the firm’s approach to statutory interpretation across the cross-border matters the firm handles.
The firm’s Of Counsel network includes attorneys admitted in jurisdictions throughout Latin America who collaborate with the firm on matters involving foreign law. Martín Mayandía, the firm’s Of Counsel for Peru, brings over fifteen years of experience in Peruvian corporate and foreign-investment law. Mr. Mayandía is admitted to practice law in Peru. He is not admitted to practice law in the United States. For Brazilian investors, this network structure means that Peruvian-law questions are addressed by a Peru-admitted attorney, US-law questions by a US-admitted attorney, and Brazilian-law questions by the client’s independently engaged Brazilian counsel — with the firm serving as the coordination point across all three workstreams.
Frequently Asked Questions
Does a Brazilian investor need a Peruvian-admitted attorney to establish a business in Peru?
Yes — Peruvian law requires that certain corporate acts, including the formation of a Peruvian entity and registration with SUNARP (Superintendencia Nacional de los Registros Públicos), be executed through an attorney admitted by the Colegio de Abogados de Lima or the relevant local bar association. A Brazilian investor may engage counsel from any jurisdiction for advisory purposes, but the ministerial acts of entity formation, deed registration, and certain regulatory filings must be performed by a Peru-admitted attorney. Law Offices of SRIS, P.C. collaborates with Martín Mayandía, Of Counsel for Peru, who is admitted to practice law in Peru, to handle these Peruvian-law components. US-side matters — such as FCPA review and OFAC compliance — are handled by Mr. Sris and the firm’s US-licensed attorneys. For guidance on your specific situation, reach the firm at (888) 437-7747.
What US compliance obligations apply to a Brazilian company investing in Peru?
US compliance obligations may attach to a Brazilian company investing in Peru if the transaction involves US-dollar clearing, US-based counterparties, US capital markets access, or any jurisdictional nexus to the United States. The FCPA can reach foreign companies that use US correspondent banks or whose securities trade on US exchanges. OFAC sanctions administered by the US Department of the Treasury apply to any transaction that touches the US financial system, regardless of the parties’ nationality. As of 2026, Peru is not subject to comprehensive US sanctions, but sanctions against specific individuals or entities in the region change periodically. Brazilian investors should also consider US anti-money-laundering requirements under the Bank Secrecy Act where US bank accounts are involved. Each obligation depends on the specific transactional structure.
How does the firm coordinate with a client’s Brazilian counsel?
The firm integrates with the client’s independently engaged Brazilian counsel through shared work plans, joint status calls, and a clear division of jurisdictional responsibility. Brazilian counsel handles matters of Brazilian corporate law, Brazilian tax treatment of the investment, and Brazilian regulatory compliance. Law Offices of SRIS, P.C. handles the US-law components, and Martín Mayandía, the firm’s Of Counsel for Peru, handles Peruvian-law requirements. This tri-jurisdictional model ensures that no attorney practices outside their admitted jurisdiction. Mr. Sris serves as the overall coordination point, maintaining communication across all three workstreams. The firm does not select or engage Brazilian counsel on the client’s behalf but can work alongside any Brazilian firm the client chooses. To discuss how this coordination works for a specific investment, contact the firm at (888) 437-7747.
What entity structures are available for a Brazilian company in Peru?
A Brazilian investor may operate in Peru through a Sociedad Anónima (S.A.), a Sociedad Anónima Cerrada (S.A.C.), a branch (sucursal) of the Brazilian parent entity, or a contractual joint venture (consorcio). The S.A.C. is the most commonly used structure for closely held foreign investments, with fewer than twenty shareholders and restrictions on share transfers. An S.A. is appropriate where the investor contemplates a broader shareholder base or eventual listing on the Bolsa de Valores de Lima. Each structure carries different capitalization, governance, and reporting requirements under Peru’s Ley General de Sociedades. The choice of entity also affects the Brazilian parent’s reporting obligations under Brazilian corporate law and the applicable double-taxation framework. Martín Mayandía, Of Counsel for Peru at the firm, advises on Peruvian entity selection and formation. He is admitted to practice law in Peru and is not admitted to practice law in the United States.
Are there bilateral investment protections between Brazil and Peru?
Brazil and Peru are both members of the Andean Community and parties to the Protocol of Montevideo on Trade in Services, but Brazil does not have a standalone bilateral investment treaty (BIT) with Peru. Investors should assess the protections available under the Andean Community framework, including Decision 578 for double-taxation matters. Brazil’s broader approach to investment protection relies more on domestic legislation and regional agreements than on traditional BITs. For disputes arising from a Peruvian investment, a Brazilian investor may need to consider contractual arbitration clauses, the availability of investment arbitration under any applicable multilateral instruments, and the enforceability of awards under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), to which both Brazil and Peru are contracting states. Each investment requires individualized analysis of the governing instruments.
How do I start the process of engaging counsel for a Peru-focused investment?
A prospective client typically begins with a consultation to identify which jurisdictions are implicated, what legal workstreams are required, and how the firm’s US-Peru dual-counsel model can support the investment. During the initial discussion, Mr. Sris assesses the US-law dimensions — sanctions exposure, FCPA risk, US-side financing documents — while identifying the Peruvian-law issues that Martín Mayandía, the firm’s Of Counsel for Peru, will address. Mr. Mayandía is admitted to practice law in Peru. He is not admitted to practice law in the United States. The firm also identifies the points at which Brazilian counsel will need to be engaged. Consultations are by appointment. To schedule an initial discussion about your investment matter, reach Law Offices of SRIS, P.C. at (888) 437-7747.